Common use of Indemnification of Fletxxxx Clause in Contracts

Indemnification of Fletxxxx. Xxwpark hereby agrees to indemnify Fletxxxx xxx each of its officers, directors, employees, agents and affiliates and each person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing persons (each a "Fletxxxx Xxxemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses) (a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (1) any untrue or alleged untrue statement of a material fact in any Registration Statement, the Prospectus or any SEC Filing incorporated by reference into a Registration Statement or any SEC Filing made after the date of this Agreement and before any Registration Statement is filed with the SEC or this Agreement by Newpark or any of its affiliates or any person acting on its or their behalf or omission or alleged omission to state therein or herein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by Newpark or any of its affiliates or any person acting on its or their behalf; (2) any of the representations or warranties made by Newpark herein or under the Certificate of Rights and Preferences being untrue or incorrect at the time such representation or warranty was made; and (3) any breach or non-performance by Newpark of any of its covenants, agreements or obligations under this Agreement; and Newpark hereby agrees to reimburse each Fletxxxx Xxxemnified Party for any reasonable legal or other expenses incurred by such Fletxxxx Indemnified Party in investigating or defending any such Proceeding; provided, however, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence or wilful misconduct of Fletxxxx xx connection therewith. Furthermore, the foregoing indemnity rights will not take effect unless or until the total amount of the indemnification in the aggregate is $10,000 or greater.

Indemnification of Fletxxxx. Xxwpark hereby agrees to indemnify Fletxxxx xxx each of its officers, directors, employees, agents and affiliates and each person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing persons (each a "Fletxxxx Xxxemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses) (a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (1) any untrue or alleged untrue statement of a material fact in any Registration Statement, the Prospectus or any SEC Filing incorporated by reference into a Registration Statement or any SEC Filing made after the date of this Agreement and before any Registration Statement is filed with the SEC or this Agreement by Newpark or any of its affiliates or any person acting on its or their behalf or omission or alleged omission to state therein or herein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by Newpark or any of its affiliates or any person acting on its or their behalf; (2) any of the representations or warranties made by Newpark herein or under the Warrant or the Certificate of Rights and Preferences being untrue or incorrect at the time such representation or warranty was made; and (3) any breach or non-performance by Newpark of any of its covenants, agreements or obligations under this Agreement; and Newpark hereby agrees to reimburse each Fletxxxx Xxxemnified Party for any reasonable reason able legal or other expenses incurred by such Fletxxxx Indemnified Party in investigating or defending any such Proceeding; provided, however, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence or wilful misconduct of Fletxxxx xx connection therewith. Furthermore, the foregoing indemnity rights will not take effect unless or until the total amount of the indemnification in the aggregate is $10,000 or greater.

Indemnification of Fletxxxx. Xxwpark Xxm21 hereby agrees to indemnify Fletxxxx xxx each of its officers, directors, employees, agents and affiliates and each person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing persons (each a "Fletxxxx Xxxemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses) (a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (1) any untrue or alleged untrue statement of a material fact in any Registration Statement, the Prospectus or any SEC Filing incorporated by reference into a Registration Statement or any SEC Filing made after the date of this Agreement and before any Registration Statement is filed with the SEC or this Agreement by Newpark Com21 or any of its affiliates or any person acting on its or their behalf or omission or alleged omission to state therein or herein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by Newpark Com21 or any of its affiliates or any person acting on its or their behalf, provided that the indemnity provided in this Section 17(a)(1) shall not apply to any information both supplied by and approved in its final form by Fletxxxx; (2) any of the representations or warranties made by Newpark Com21 herein or under the Certificate of Rights and Preferences Warrant being untrue or incorrect at the time such representation or warranty was made; and (3) any breach or non-performance by Newpark Com21 of any of its covenants, agreements or obligations under this Agreement; and Newpark Com21 hereby agrees to reimburse each Fletxxxx Xxxemnified Party for any reasonable reason able legal or other expenses incurred by such Fletxxxx Indemnified Party in investigating or defending any such Proceeding; provided, however, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence or wilful misconduct of Fletxxxx xx connection therewith. Furthermore, the foregoing indemnity rights will not take effect unless or until the total amount of the indemnification in the aggregate is $10,000 or greater.

Indemnification of Fletxxxx. Xxwpark XmarTalk hereby agrees to indemnify Fletxxxx xxx each of its officers, directors, employees, agents and affiliates and each person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing persons (each a "Fletxxxx Xxxemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expensesfees) (a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (1) any untrue or alleged untrue statement of a material fact in any Registration Statement, the Prospectus or any an SEC Filing incorporated by reference into a Registration Statement or any SEC Filing made after the date of this Agreement and before any Registration Statement is filed with the SEC filing or this Agreement by Newpark SmarTalk or any of its affiliates or any person acting on its or their behalf or omission or alleged omission to state therein or herein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by Newpark SmarTalk or any of its affiliates or any person acting on its or their behalf; (2) any of the representations or warranties made by Newpark SmarTalk herein or under the Certificate of Rights and Preferences being untrue or incorrect at the time such representation or warranty was made; and (3) any breach or non-performance by Newpark SmarTalk of any of its covenants, agreements or obligations under this Agreement; and Newpark SmarTalk hereby agrees to reimburse each Fletxxxx Xxxemnified Party for any reasonable legal or other expenses incurred by such Fletxxxx Indemnified Xxxemnified Party in investigating or defending any such Proceeding; provided, however, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence or wilful misconduct of Fletxxxx xx connection therewith. Furthermore, the foregoing indemnity rights will not take effect unless or until the total amount of the indemnification in the aggregate is $10,000 or greater10,000.